
The BVCA has revised its standardised documents for early stage venture capital investment following the relaunch of the documents in February 2023. This review involved the BVCA’s Legal Committee and a working group comprised of experts from the VC investor and legal community.
Our aim is simple: to promote industry-standard legal documentation in the UK so investors and entrepreneurs can focus on deal-specific matters. This will inevitably save both time and money and follows the precedent seen in the US. We encourage all parties to adopt these documents as the starting point for their investments.
The BVCA has published a revised version of its Subscription Agreement, Shareholders’ Agreement and Articles of Association, as well as a new Summary of Terms to be used at the term sheet stage. The accounting briefing on the treatment of preferred shares (as either debt or equity in the company’s accounts) from 2014 is still available for reference.
These documents have been drafted for use on a Series A funding round. They envisage a significant investment being made in whole or in part by fund investors. They are not suitable for seed investment and further information to assist entrepreneurs in this area can be found at the bottom of this page.
The BVCA would like to thank members of the main working group who put together the latest updates: John Heard (Abingworth), Sally Roberts (Accel), David Mardle (Goodwin), Susanna Stanfield (Withers), Jamie Moore (Orrick), Angus Miln, Ryan Naftulin, Aaron Archer (all Cooley), David Strong (Marriot Harrison), James Halstead (Covington) & Michael Labriola (Wilson Sonsini). Feedback on the documents were also provided by a wide range of experts from firms including: Amadeus Capital Partners, Balderton Capital, Bird & Bird, Eight Roads, Index Ventures, InReach Ventures, Intel Capital, Latham & Watkins, Linklaters, Taylor Wessing, MMC Ventures, Octopus Ventures, Osborne Clarke, Practical Law, Philip Hare, & Shoosmiths.
We would welcome feedback via the BVCA Policy Team and we will update the documents on a regular basis to address market developments.
The BVCA Model Documents are accessible for anyone to download – simply register for a free BVCA website account to access all of the documents below.
Documents for seed investments
The BVCA model documents have been drafted for use on a Series A funding round. They envisage a significant investment being made in whole or in part by fund investors. In the view of the BVCA, the model documents are not appropriate for use in connection with a seed funding round. Such rounds are typically documented using shorter form documents which are either replaced or updated for a Series A round.
Many law firms, entrepreneur networks and other organisations offer template documents suitable for seed investing, which are available over the internet. The BVCA does not make a specific recommendation on which suite is most suitable, due to the wide variety available and the range of seed investing circumstances.
However, in choosing a suite for a seed funding round, the following factors should be borne in mind:
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